Legal Reverse Solicitation Letter

LEGAL REVERSE SOLICITATION LETTER

This Legal Reverse Solicitation Letter (the Letter) is made as of Date: by and between Client Name: with principal address at (Client), and Firm Name: with principal address at (Firm).

RECITALS

WHEREAS, Client initiated contact with the Firm on or about for the purpose of obtaining information regarding the Firm’s services, and Client expressly requested that the Firm consider providing the services described herein;

WHEREAS, the parties intend that the communications and any subsequent provision of services by the Firm shall be conducted on a reverse solicitation basis so that the Firm has not marketed or otherwise solicited Client in any jurisdiction in which solicitation would be prohibited or would require prior registration or authorization; and

WHEREAS, Client desires a written confirmation that (i) Client initiated the contact and (ii) any engagement of the Firm arises solely from Client’s solicitation and not from any marketing, promotional activity, or solicitation by the Firm.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

1. ACKNOWLEDGMENT OF REVERSE SOLICITATION

1.1 Client hereby certifies and acknowledges that Client initiated the communication, contact and request for services with the Firm. Client further acknowledges that Firm did not solicit or promote its services to Client in any manner that would constitute a solicitation under applicable law or regulation in any relevant jurisdiction.

1.2 Client represents that the request for services described in this Letter was made on Client’s own initiative and that Client specifically requested that the Firm consider providing the services set forth in Section 4 below.

2. REPRESENTATIONS AND WARRANTIES OF CLIENT

Client represents and warrants to the Firm that:

(a) Client is capable of assessing and bearing the economic and regulatory consequences of the relationship with the Firm and is not relying upon the Firm for legal, tax or regulatory advice except to the extent the Firm has expressly agreed in writing to provide such advice.

(b) Client has not been induced to contact the Firm by any form of cold-call, advertisement, or unsolicited distribution of promotional materials from the Firm or its agents in any jurisdiction that would render such contact a solicitation.

(c) Client will promptly notify the Firm in writing of any change in circumstances that would affect the accuracy of the foregoing representations and warranties.

3. NO OFFER OR SOLICITATION

3.1 The Firm expressly disclaims that any information provided prior to or following execution of this Letter constitutes an offer, solicitation or recommendation to buy, sell, subscribe for or otherwise transact in any financial product or security in any jurisdiction in which such offer, solicitation or recommendation would be unlawful.

3.2 Client agrees that any subsequent engagement of the Firm will be governed by a separate written agreement specifying the scope, terms, fees and any regulatory limitations. This Letter does not constitute an engagement letter for substantive services unless and until executed by both parties in a separate engagement agreement.

4. SCOPE OF REQUESTED SERVICES

Client requested that the Firm provide the following services (describe in reasonable detail):

5. REGULATORY COMPLIANCE

5.1 Client acknowledges that the Firm may, in its discretion, decline to provide services where doing so would cause the Firm to act in violation of applicable law or require the Firm to obtain registration, licensing or other authorizations in any jurisdiction.

5.2 Client agrees to provide promptly any information reasonably requested by the Firm in order to assess compliance with applicable regulatory requirements, including information regarding Client’s status, domicile and purpose in engaging the Firm.

6. CONFIDENTIALITY

Each party acknowledges that information disclosed in connection with the matters described herein may be confidential. Unless otherwise agreed in writing, neither party will disclose confidential information of the other except as required by applicable law, regulation, or court order and, to the extent permitted, after providing prior notice to the disclosing party.

7. NOTICES

Notices under this Letter shall be sent to the addresses set forth below. Notices are effective upon receipt.

8. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Letter will be effective unless set forth in a written instrument signed by both parties. No failure or delay by either party in exercising any right will operate as a waiver thereof.

9. GOVERNING LAW

This Letter and any dispute arising out of or in connection with it shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles.

10. ENTIRE AGREEMENT

This Letter constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications, understandings and agreements, whether written or oral, relating to the same subject matter.

11. SEVERABILITY

If any provision of this Letter is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

12. COUNTERPARTS

This Letter may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Facsimile or electronic copies of executed signatures shall be treated as original signatures for all purposes.

CLIENT ENTITY TYPE

Please indicate Client’s entity type:

Individual Corporation Trust Partnership Other:

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